1.   DEFINITIONS

1.1. Order Form means the ordering document executed by the Parties specifying the Services, fees, subscription term, and other commercial terms.

1.2. Services means the Rollerup POS subscription software-as-a-service and other services specified in the Order Form.  For clarity, “Services” does not include any deliverables or work product unless expressly specified in the Order Form.

1.3. Customer Data means all data, information, and content submitted by or on behalf of Customer to the Services.

1.4. Provider IP means the Services, Documentation, and all intellectual property provided to Customer in connection with the foregoing, excluding Customer Data.

1.5. Documentation means Rollerup’s user manuals, guides, and policies relating to the Services, provided electronically or in hard copy.

1.6. Authorized Users means Customer’s employees, contractors, and agents authorized to use the Services.

1.7. Aggregated Statistics means data and information, related to Customer’s use of the Services that is used by Rollerup in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

2.   ACCESS AND USE OF THE SERVICES

2.1. Provision of Access and Use. Subject to the terms and conditions of these Subscription Services Terms and the applicable Order Form, including timely payment of all fees, Rollerup grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Customer’s internal business operations at the locations specified in the Order Form, and solely by Authorized Users. Rollerup will provide the Customer with the necessary credentials and network access to enable use of the Services. Access is revocable in accordance with these Subscription Services Terms. Access and use of the Services is limited to the number of Authorized Users or seats as specified in the Order Form or these Subscription Services Terms.

2.2. Documentation License. Subject to the terms and conditions of these Subscription Services Terms, Rollerup grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Documentation solely in connection with Customer’s permitted use of the Services.

2.3. Usage Limits and Restrictions. (a) Customer’s use of the Services is subject to any usage limits or restrictions set forth in the Order Form or Documentation. (b) Customer shall not, and shall not permit any Authorized User or third party to: (i) copy, modify, or create derivative works of the Services or Documentation; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party, except as expressly permitted herein; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, except to the extent expressly permitted by applicable law; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) use the Services to operate a service bureau or for the benefit of any third party; (vii) circumvent or attempt to circumvent any usage limits, security features, or access controls; (viii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (ix) use the Services to store or transmit Malicious Code; (x) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (xi) attempt to gain unauthorized access to the Services or their related systems or networks. All rights not expressly granted to Customer are reserved by Rollerup and its licensors.

2.4. Reservation of Rights. Except for the limited rights expressly granted to Customer hereunder, Rollerup and its licensors reserve all rights, title, and interest in and to the Services, Documentation, and Provider IP.

2.5. Service Suspension. Notwithstanding anything to the contrary, Rollerup may suspend Customer’s or any Authorized User’s access to any portion or all of the Services if: (a) Rollerup reasonably determines that (i) there is a threat or attack on any of the Services or Provider IP; (ii) Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Rollerup; (iii) Customer or any Authorized User is using the Services for fraudulent or illegal activities; (iv) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors, or become the subject of any bankruptcy or similar proceeding; or (v) Rollerup’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (b) any vendor of Rollerup has suspended or terminated Rollerup’s access to or use of any third-party services or products required to enable Customer to access the Services; (c) Customer is in material breach of these Subscription Services Terms, including for nonpayment. Rollerup will use commercially reasonable efforts to provide advance written notice of any Service Suspension and to resume access as soon as reasonably possible after the event giving rise to the suspension is cured. Rollerup will have no liability for any damages, losses, or other consequences that Customer or any Authorized User may incur as a result of a Service Suspension, (d) Customer's use of the Services exceeds authorized usage limits or violates acceptable use policies.

2.6. Third-Party Products and Integrations. The Services may interoperate with third-party products or services. Any acquisition or use of such third-party products or services is solely between Customer and the applicable third party, and Rollerup does not warrant or support such third-party products or services, except as expressly set forth in the Order Form.

2.7. Audit Rights. Customer agrees to maintain complete and accurate records regarding its use of the Services during the Term and for two (2) years thereafter. Rollerup may, at its own expense and upon reasonable prior notice, audit Customer’s records to verify compliance with these Subscription Services Terms. If an audit reveals underpayment or overuse, Customer will promptly pay any amounts due and, if underpayment exceeds 5% for any quarter, Customer will reimburse Rollerup for the cost of the audit.

2.8. Acceptable Use. Customer shall not use the Services to: (a) violate any applicable laws or regulations; (b) transmit harmful, threatening, or inappropriate content; (c) attempt to gain unauthorized access to other systems; (d) interfere with other customers' use of the Services; (e) use the Services for competitive analysis or benchmarking; or (f) exceed reasonable usage parameters as determined by Rollerup in its sole discretion.

2.9 Service Changes. Rollerup may modify the Services from time to time, provided that such modifications do not materially reduce the core functionality described in the Order Form. Rollerup will provide reasonable advance notice of material changes that may impact Customer's use of the Services.

3.   FEES AND PAYMENT

3.1. Fees. Customer shall pay all fees as set forth in the Order Form. Except as expressly provided in these Subscription Services Terms or the Order Form, all payment obligations are non-cancelable, and fees paid are non-refundable.

3.2. Invoicing and Payment. Unless otherwise stated in the Order Form, all fees for Services will be invoiced in advance and are due net 30 days from the invoice date. Customer shall provide complete and accurate billing and contact information and promptly update any changes.

3.3. Late Payment. Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is less. Rollerup may suspend Services for non-payment after providing at least 10 days’ prior written notice.

3.4. Taxes. Fees are exclusive of taxes; Customer is responsible for all applicable taxes except those based on Rollerup’s income.

4. SUPPORT AND SERVICE LEVELS

4.1. Rollerup will provide support and service levels as described in the applicable Support Schedule to the Order Form.

5. CUSTOMER RESPONSIBILITIES

5.1. Customer is responsible for all use of the Services by its Authorized Users and for maintaining the security and confidentiality of its account credentials. Customer shall restrict access to the Services to Authorized Users only and shall promptly notify Rollerup of any unauthorized access or use of the Services. Customer is responsible for complying with all applicable laws and regulations in connection with its use of the Services and shall not use the Services to store or transmit infringing, libelous, or otherwise unlawful material.

5.2. Customer will procure and maintain all required hardware as specified in the Order Form and related appendices. Customer will ensure that its environment meets the hardware and software prerequisites set forth in the Equipment Requirements or similar sections of the Order Form or elsewhere in these Subscription Services Terms. Rollerup reserves the right to require reasonable hardware and software upgrades during the Term of the Subscription Services Terms, including to meet security, regulatory, or functionality requirements. Customer is responsible for obtaining and maintaining all hardware, software, and internet connectivity necessary to access the Services.

6. INTELLECTUAL PROPERTY; CUSTOMER DATA

6.1. Ownership of Provider IP. As between the Parties, Rollerup and its licensors retain all right, title, and interest in and to the Services, Documentation, Aggregated Statistics, and all intellectual property rights therein (“Provider IP”). No rights are granted to Customer except as expressly set forth herein.

6.2. Ownership of Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Rollerup acquires no rights in Customer Data except for the limited rights expressly granted in these Subscription Services Terms.

6.3. License to Customer Data. Customer grants Rollerup a non-exclusive, worldwide, royalty-free license to host, copy, use, transmit, and display Customer Data as necessary to provide the Services and perform its obligations under these Subscription Services Terms. If Customer chooses to use a third-party application with the Services, Customer grants Rollerup permission to allow the third-party application and its provider to access Customer Data as required for the interoperability of that application with the Services.

6.4. Aggregated Statistics. Notwithstanding anything to the contrary, Rollerup may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Rollerup. Rollerup may use Aggregated Statistics for any lawful purpose, provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

6.5. Feedback. If Customer or any Authorized User provides Rollerup with suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Services (“Feedback”), Rollerup and its Affiliates may use such Feedback without restriction or obligation.

6.6. Data Security and Protection. Rollerup will maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation and Premium Support Schedule. Customer acknowledges that no security measures are 100% effective and that Rollerup cannot guarantee absolute security. Customer is responsible for implementing appropriate security measures for its own systems and data access. Rollerup is not responsible for data loss or corruption caused by Customer or third parties. Customer represents and warrants that it has obtained, and will maintain, all necessary consents and authorizations for Rollerup to process Customer Data as required to provide the Services.

6.7. Data Export and Deletion. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of these Subscription Services Terms, Rollerup will make Customer Data available to Customer for export or download for export or download in a standard format determined by Rollerup (such as .csv). Customer agrees that any requests for data export in a custom format or requiring significant engineering effort may be subject to additional fees. After such 30-day period, Rollerup will have no obligation to maintain or provide any Customer Data and will thereafter delete or destroy all copies of Customer Data in its systems, unless legally prohibited.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Rollerup includes the Services, Documentation, Provider IP, and the terms and conditions of these Subscription Services Terms and all Order Forms. Confidential Information of each Party includes, but is not limited to, business and marketing plans, technology and technical information, product plans and designs, and business processes.

7.2. Obligations. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of like kind (but not less than reasonable care) and will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Subscription Services Terms. The Receiving Party will not disclose Confidential Information to any person or entity except to its employees, Affiliates, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Each Party is responsible for any breach of this Section by its representatives.

7.3. Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without knowledge of any breach of obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If compelled to disclose Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7.5. Return or Destruction. Upon termination or expiration of these Subscription Services Terms, or upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy all Confidential Information, except for copies maintained in routine backup or archival systems, which remain subject to the confidentiality obligations herein.

7.6. Equitable Relief. Each Party acknowledges that any unauthorized disclosure or use of the other Party’s Confidential Information may cause irreparable harm for which monetary damages may be inadequate. In the event of such a breach or threatened breach, the Disclosing Party may seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

8. WARRANTIES AND DISCLAIMERS

8.1. Mutual Representations. Each Party represents and warrants that it has validly entered into these Subscription Services Terms and has the legal power to do so. Customer represents and warrants that the individual executing the Order Form has the full legal authority to bind the Customer to these Subscription Services Terms and the applicable Order Form.

8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE SUBSCRIPTION SERVICES TERMS, THE SERVICES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ROLLERUP AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ROLLERUP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

9. INDEMNIFICATION

9.1. Indemnification by Rollerup. Rollerup will defend and indemnify Customer from and against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the Services, as provided and used in accordance with these Subscription Services Terms, infringe or misappropriate such third party’s intellectual property rights in the United States (“Claim Against Customer”). Rollerup will indemnify Customer from any damages finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Rollerup in writing of any Claims Against Customer, provided Customer (a) promptly notifies Rollerup in writing of the Claims Against Customer, (b) gives Rollerup sole control of the defense and settlement of the Claims Against Customer (except that Rollerup may not settle any Claims Against Customer unless it unconditionally releases Customer of all liability and does not impose any liability or obligation on Rollerup without its prior written consent), and (c) gives Rollerup all reasonable assistance, at Rollerup’s expense. If Rollerup receives information about an infringement or misappropriation claim related to the Services, Rollerup may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Customer’s continued use of the Services in accordance with these Subscription Services Terms, or (iii) terminate Customer’s right to use the Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the subscription term. Rollerup’s indemnification obligations do not apply to the extent any Claims Against Customer arises from (A) use of the Services in combination with software, hardware, data, or processes not provided by Rollerup or authorized in writing by Rollerup, (B) modifications to the Services not made by Rollerup, (C) Customer Data, or (D) Customer’s breach of these Subscription Services Terms or the Order Form.

9.2. Indemnification by Customer. Customer will defend Rollerup and its Affiliates against any claim, demand, suit, or proceeding made or brought against Rollerup by a third party (a) alleging that Customer Data, or Customer’s use of the Services in violation of these Subscription Services Terms or applicable law, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Subscription Services Terms, Documentation, or Order Form, and will indemnify Rollerup from any damages, attorney fees, and costs finally awarded against Rollerup as a result of, or for any amounts paid by Rollerup under a settlement approved by Customer in writing of, such claim, provided Rollerup (a) promptly notifies Customer in writing of the claim, (b) gives Customer sole control of the defense and settlement of the claim (except that Customer may not settle any claim unless it unconditionally releases Rollerup of all liability and does not impose any liability or obligation on Rollerup without its prior written consent), and (c) gives Customer all reasonable assistance, at Customer’s expense.

9.3. Exclusive Remedy. THIS SECTION 9 STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION.

10.  LIMITATION OF LIABILITY

10.1. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR CUSTOMER’S PAYMENT OBLIGATIONS OR AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE SUBSCRIPTION SERVICES TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO ROLLERUP FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

10.2. Exclusion of Consequential and Related Damages.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE SUBSCRIPTION SERVICES TERMS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

10.3. Essential Basis. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11.  TERM AND TERMINATION

11.1. Term, Renewal, and Price Increases. The initial term of these Subscription Services Terms and each of the Services specified on an Order Form begins on the date specified on the Order Form and, unless terminated earlier pursuant to these Subscription Services Terms's express provisions, will continue in effect until 1 year from such date (the "Initial Term"). Unless otherwise specified on an Order Form, these Subscription Services Terms and all Services under an Order Form will automatically renew for additional successive 1 year terms unless earlier terminated pursuant to these Subscription Services Terms's express provisions or either Party gives the other Party written notice of non-renewal at least 90 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). Unless otherwise specified in an Order Form, Rollerup will notify Customer of any price increases for Fees at least 120 days prior to a Renewal Term. If Customer does not agree to the price increase, its sole remedy is non-renewal pursuant to this section.

11.2. Termination for Cause. In addition to any other express termination right set forth in these Subscription Services Terms:

11.2.1 Rollerup may terminate these Subscription Services Terms, effective on written notice to Customer, if Customer: (a) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Rollerup’s delivery of written notice thereof; (b) breaches any of its obligations under Section 2.3, 2.8 or 7; (c) materially breaches the Subscription Services Terms in a manner that is not curable, or if curable, following 15 days’ written notice of such breach.

11.2.2 Either Party may terminate these Subscription Services Terms or any Order Form for cause if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

11.3. Effect of Termination. Upon expiration or termination of these Subscription Services Terms or any Order Form, Customer shall immediately discontinue use of the Services and, without limiting Customer’s obligations regarding Confidential Information, delete or return all copies of Rollerup Confidential Information and certify in writing to Rollerup that such materials have been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all fees that may have become due before such expiration or termination or entitle Customer to any refund, except as expressly provided herein. Customer may download its Customer Data as set forth in Section 6.7.

11.4. Survival. Sections regarding definitions, fees and payment, confidentiality, intellectual property, indemnification, limitation of liability, effect of termination, and any other provisions which by their nature should survive, will survive any expiration or termination of these Subscription Services Terms.

12. DISPUTES AND ARBITRATION.

12.1. Agreement to Arbitrate. To the fullest extent permitted by law, Rollerup and Customer agree that any dispute, claim, or controversy arising out of or relating to these Subscription Services Terms or the parties’ relationship (a “Dispute”) will be resolved by final and binding arbitration on an individual basis, rather than in court, except as expressly provided below.

12.2. Governing Law & Rules. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Section. Unless the parties agree otherwise in writing, the arbitration will be administered by JAMS under its Commercial rules then in effect, as modified by this Section. The seat of arbitration is Wilmington, Delaware, and the language is English. Judgment on the award may be entered in any court of competent jurisdiction.

12.3. Informal Resolution First. Before starting arbitration, a party must send a written Notice of Dispute to the other party describing the claim and requested relief, along with supporting facts, and allow 60 days for good‑faith negotiation. Notices to Company must be sent in accordance with the Notice provisions of these Subscription Services Terms.

12.4. Small‑Claims Option. Either party may elect to bring an individual claim in small‑claims court in lieu of arbitration if the claim is within that court’s jurisdiction.

12.5. Class/Collective Action Waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator has no authority to hear or decide any such aggregated or representative claims or to award relief for persons other than the individual party.

12.6. No Mass Arbitration—Prohibition. The parties agree not to file, assist in filing, or participate in any “Mass Arbitration,” a term that means 25 or more substantially similar arbitration demands (same or coordinated counsel, similar factual allegations, and similar legal theories) filed, served, or threatened within any 90‑day period against the same party. Each Dispute must be filed and arbitrated individually. No arbitration administrator may accept, coordinate, or batch any filings in a manner that would circumvent this prohibition to the extent permitted by applicable law and administrator rules. Any attempt to file or maintain a Mass Arbitration is void and the relevant demands are subject to dismissal or stay.

12.7. Fees & Administrative Tolling for Prohibited Mass Filings. If a party or counsel attempts a Mass Arbitration, all fee and administrative obligations of the non‑filing party relating to those demands are tolled and not due unless and until (i) a court of competent jurisdiction orders that this No‑Mass‑Arbitration clause is unenforceable, or (ii) the demands are refashioned and refiled as individual arbitrations consistent with this Section.

12.8. Court Gatekeeping. Except as provided here, questions of arbitrability are delegated to the arbitrator. However, a court—not the arbitrator—will decide the enforceability, interpretation, and application of the Class/Collective Action Waiver (Section 12.5) and the No Mass Arbitration provisions (Sections 12.6, 12.7, 12.9). The arbitration is stayed while that court decision is pending.

12.9. Fallback Procedure if No‑Mass Waiver Is Unenforceable. If a court holds the No‑Mass‑Arbitration prohibition (Section g) unenforceable as to some or all demands, the parties agree to the following bellwether/tranche process administered by JAMS:

1. Initial Bellwethers: Up to 10 demands selected evenly by the parties proceed first through arbitration to final awards.

2. Stay & Mediation: All other demands are stayed. After the bellwether awards, the parties will mediate for at least 1 day with a mutually agreed mediator.

3. Subsequent Tranches: If not resolved, additional tranches of up to 20 demands proceed at a time (again selected evenly), with the remainder stayed. Filing/administrative fees (including any mass‑filing surcharges) become due only as each tranche is commenced.

4. Limitations & Tolling: Statutes of limitation are tolled as of the original demand date. The arbitrator may not consolidate, join, or otherwise aggregate claims beyond each tranche.

12.10. Relief Available. The arbitrator may award the same individual relief a court could award under law (including damages and individualized injunctive relief) but may not award relief for or against anyone who is not a party to the arbitration.

12.11. Costs. The administrator’s rules govern allocation of fees except as modified above. The arbitrator may award fees/costs as allowed by applicable law. Frivolous claims are subject to fee‑shifting as permitted by law.

12.12. Confidentiality. The arbitration (including pleadings, evidence, transcripts, orders, and awards) is confidential, except to the extent disclosure is necessary to enforce or vacate an award or as required by law.

12.13. Opt‑Out. A consumer party may opt out of arbitration by sending written notice to [address/email] within 30 days of first agreeing to these Subscription Services Terms; opting out preserves all other terms.

12.14. Severability. If any part of this Section is found unenforceable, the remainder is enforced to the maximum extent permitted, except that if the Class/Collective Action Waiver is unenforceable as to a claim, that claim must proceed in court, not arbitration.

13. GENERAL

13.1. Entire Agreement. These Subscription Services Terms, together with the Order Form, any other documents incorporated herein by reference and all exhibits and appendices attached to the Order Form (the “Exhibits”), constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Subscription Services Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Subscription Services Terms, the Order Form and related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order Form, excluding its Exhibits; (ii) second, these Subscription Services Terms, (iii) third, the Exhibits to these Subscription Services Terms as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.

13.2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Subscription Services Terms, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

13.3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached these Subscription Services Terms, for any failure or delay in performing its obligations under these Subscription Services Terms (except for Customer’s obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

13.4.  Third Party Services. Rollerup may allow its Services to integrate or interoperate with or operate in conjunction with certain hardware, software, or services from a third parties, including, without limitation, physical card reader hardware, payment processing services, customer relationship management and churn-management services (“Third-Party Services”).  Nothing in these Subscription Services Terms, including any Documentation or the Hardware Specification and Compatibility Guide shall imply any endorsement or recommendation of any Third-Party Services.  The Customer is free to select any compatible Third-Party Services.  Rollerup is not responsible for and shall have no liability for the Customer’s use of any Third-Party Services, including services purchased directly or indirectly from or through Rollerup and Customer uses all Third-Party Services subject to its agreements with such Third-Party Service providers.

13.5. Customer Compliance with Law.  Customer is responsible for compliance with all applicable law in its interaction with Customer’s consumer customers, employees, and partners, including without limitation, any laws relating to email (including federal and state law, such as the CAN-SPAM) and SMS (such as the TCPA, State mini-TCPA laws) and other communications, as well as laws and regulations involving privacy and accessibility.  Rollerup assumes no responsibility or liability for such compliance.

13.6. Amendment and Modification; Waiver. No amendment to or modification of these Subscription Services Terms is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Subscription Services Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Subscription Services Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.7. Severability. If any provision of these Subscription Services Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Subscription Services Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Subscription Services Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.8. Governing Law. These Subscription Services Terms is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

13.9. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. Rollerup may assign these Subscription Services Terms without the consent of Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Subscription Services Terms is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

13.10. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

13.11. Regulatory Compliance. While Rollerup endeavors to maintain the Services in compliance with applicable laws, Customer is responsible for determining whether the Services meet Customer's specific regulatory requirements. Rollerup makes no warranties regarding compliance with industry-specific regulations, and any compliance-related modifications may require additional fees.

13.12. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 7 or, in the case of Customer, Section 2.3 or 2.8, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.13. Counterparts. These Subscription Services Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.